19 August 2009 - On 20 July 2009, Anadolu Efes made a recommended cash offer for the entire issued share capital of EBI other than the 148,457,429 shares already owned by Anadolu Efes (which represent approximately 70.22 per cent. of the issued share capital of EBI) at an offer price of US$2.22 in cash for each EBI Share, valuing each EBI GDR at US$11.10. Words not defined in this announcement have the same meaning as in the offer document published on 20 July 2009 (the "Offer Document").
Levels of acceptances
As at 1.00 p.m. (London time) on 19 August 2009 (being the first closing date of the Offer), Anadolu Efes had received valid acceptances in respect of 6,858,785 EBI Shares, representing approximately 3.24 per cent. of the issued share capital of EBI (represented by 1,371,757 EBI GDRs received by the Tender Agent from holders of EBI GDRs in respect of the Offer).
Anadolu Efes already owns 148,457,429 EBI Shares representing approximately 70.22 per cent. of the issued share capital of EBI.
Accordingly, as at 1.00 p.m. (London time) on 19 August 2009, the sum of EBI Shares that Anadolu Efes (i) owned or (ii) for which it had received valid acceptances of the Offer was 155,316,214 EBI Shares, representing in aggregate approximately 73.46 per cent. of the issued share capital of EBI.
Acceptance condition
Anadolu Efes hereby waives down the acceptance condition of the Offer from 95 per cent., as stated in the Offer Document, to 73.46 per cent. Accordingly, references in the condition in paragraph (a) of Part A of Appendix I of the Offer Document to 95 per cent. are hereby replaced with 73.46 per cent. The Offer otherwise remains subject to the terms and conditions set out in the Offer Document not met or declared satisfied, save as varied or waived by this announcement.
Offer declared wholly unconditional
As at 1.00 p.m. (London time) on 19 August 2009, Anadolu Efes either owned or had received valid acceptances of the Offer in respect of a total of 155,316,214 EBI Shares, representing in aggregate approximately 73.46 per cent. of the issued share capital of EBI.
The condition in paragraph (a) of Part A of Appendix I of the Offer Document (as amended) has therefore become satisfied and the Offer has become unconditional as to acceptances. As the other conditions to the Offer have been satisfied or are hereby waived, the board of Anadolu Efes is therefore pleased to declare the Offer unconditional in all respects.
Extension of Offer
Anadolu Efes further announces that the Offer, which remains subject to the terms and conditions set out or referred to in the Offer Document (save as varied or waived by this announcement), will remain open for acceptance until 1.00 p.m. (London time) on 3 September 2009.
Any further extensions will be publicly announced no later than 8.00 a.m. on 4 September 2009, or such later date or time as the Panel may agree.
Further information for EBI Shareholders
Anadolu Efes believes that the Offer is at an attractive valuation for EBI Shareholders and urges EBI Shareholders who have not yet accepted the Offer to do so as soon as possible. Anadolu Efes has chosen to waive down the acceptance condition from 95 per cent. to 73.46 per cent. in order to provide liquidity to all holders of EBI GDRs that wish to accept the Offer, irrespective of the level of their individual holding of EBI GDRs. Tuncay Özilhan (the Chairman of both Anadolu Efes and EBI) has accepted the Offer in respect of all of the EBI GDRs (each EBI GDR representing five EBI Shares) allocated to him and held on his behalf by Stichting A-Star Management Group.
The attention of EBI Shareholders is drawn to the statement made by Anadolu Efes in paragraph 8 of Part 2 of the Offer Document reserving the right to request a delisting of the EBI GDRs in circumstances where the Offer has become or been declared unconditional in all respects and Anadolu Efes has, by virtue of its shareholding and acceptances of the Offer, acquired, or agreed to acquire, issued share capital representing at least 75 per cent. of the voting rights of EBI (including the EBI Shares currently held by it) and to the attendant risks set out therein. Any decision in relation to delisting of the EBI GDRs will be a decision to be taken by the non-conflicted members of the Board of Management and the Supervisory Board of EBI, in accordance with EBI's articles of association and the Supervisory Board rules and Board of Management rules, in due course in light of the circumstances at the relevant time, unless the number of EBI GDRs held in public hands as a result of the Offer is too small to maintain a listing of the EBI GDRs under the applicable UK listing rules.
EBI intends to release its interim results for the six months ended 30 June 2009 on 24 August 2009.
Anadolu Efes intends to release its interim results for the six months ended 30 June 2009 on 26 August 2009.
Settlement of consideration
Settlement of the consideration to which any EBI Shareholder is entitled under the Offer will be effected: (a) in the case of acceptances received, complete in all respects, by 1.00 pm on 19 August 2009 as soon as possible after such date and in any event within 14 days; or (b) in the case of acceptances of the Offer that are received, complete in all respects, after 19 August 2009 but while the Offer remains open for acceptance, as soon as possible following such receipt by the Receiving Agent and in any event within 14 days of such date.
In the case of holders of EBI GDRs settlement shall be effected, in each case, by payment to the Tender Agent. The Tender Agent will then credit the appropriate amount of cash in US dollars to DTC for onward transmission by DTC to the account of the holder of EBI GDRs concerned or to Euroclear or Clearstream (as applicable) and, in the case of transmission to Euroclear and Clearstream, for onward transmission by Euroclear or Clearstream (as applicable) to the account of the holder of EBI GDRs concerned.
Acceptance procedure
If you are a holder of EBI GDRs, to participate in the Offer you must submit your instruction through the settlement system of DTC or indirectly through Euroclear or Clearstream, as appropriate, to be received by The Bank of New York Mellon, as Tender Agent, as soon as possible and, in any event, so as to be received by The Bank of New York Mellon by no later than 5.00 p.m. (New York time) on 1 September 2009.
If you are an EBI Registered Shareholder, you must complete and return the Form of Acceptance that accompanied the Offer Document as soon as possible and, in any event, so as to be received by Equiniti Limited (the Receiving Agent in respect of the Offer) as soon as possible and, in any event, so as to be received by the Receiving Agent by no later than 1.00 p.m. (London time) on 3 September 2009.
Interests in relevant securities
Except as disclosed above, as at the date of this announcement and since the commencement of the Offer Period, neither Anadolu Efes, nor any of the directors of Anadolu Efes, nor, so far as Anadolu Efes is aware, any person acting in concert (within the meaning of the Takeover Code) with Anadolu Efes owns or has owned or controls or has controlled any EBI Shares (including EBI Shares represented by EBI GDRs) or any securities convertible or exchangeable into EBI Shares (including EBI Shares represented by EBI GDRs) (including pursuant to any short or long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or hold or has held any options (including traded options) in respect of, or has or has had any option to acquire, any EBI Shares (including EBI Shares represented by EBI GDRs) or has entered into any derivatives referenced to EBI Shares (including EBI Shares represented by EBI GDRs) ("Relevant Shares") which remain outstanding, nor does any such person have or has any such person had any arrangement in relation to Relevant Shares. An "arrangement" for these purposes also includes any indemnity or option arrangement, or any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Shares which may be an inducement to deal or refrain from dealing in such securities, or any borrowing or lending of Relevant Shares that have not been on-lent or sold.
Tuncay Özilhan (the Chairman of both Anadolu Efes and EBI) has accepted in the Offer in respect of all of the EBI GDRs (each EBI GDR representing five EBI Shares) allocated to him and held on his behalf by Stichting A-Star Management Group being 3,228 EBI GDRs.
In addition to the above, as required by the Takeover Code, Anadolu Efes confirms as follows:
(a) other than in respect of the EBI Shares held on behalf of Tuncay Özilhan mentioned above, no acceptances of the Offer have been received from parties acting in concert (within the meaning of the Takeover Code) with Anadolu Efes; and
(b) neither Anadolu Efes nor any person acting in concert (within the meaning of the Takeover Code) with Anadolu Efes has received any irrevocable commitments or letters of intent in respect of EBI Shares to accept the Offer.